Trademark Licenses in Poland: Licensing Agreements, Exclusivity and Brand Protection (2026)

Scope of a trademark licence: what the agreement must define

A trademark licence is a licence agreement under which the trademark owner allows another entity to use the trademark within a defined scope. The licensor retains the trademark rights, while the licensee obtains the right to use the sign on agreed terms. The topic sits within our wider guide to intellectual property law in Poland.

A well-drafted trademark licensing agreement reduces uncertainty and should specify:

When should trademark rights and their use be regulated in Poland?

The use of a trademark should be regulated whenever it is to be used by an entity other than the trademark owner – especially where such use is ongoing, paid, visible to customers or important for sales. A licence agreement provides clarity as to who may use the brand, within what scope, what the parties’ obligations are and who is responsible for the proper use of the trademark in the market.

These issues are often part of broader commercial partnerships and arrangements, such as distribution, franchise, manufacturing or marketing cooperation agreements, or documentation concerning settlements between related entities. In such cases, the rules for using the trademark should be consistent not only with the business model, but also with the agreed settlement structure, transfer pricing policy and the actual allocation of functions, risks and benefits between the parties.

How can unauthorised use of a trademark damage brand equity?

The absence of clear rules for using a trademark may cause problems not only in the business relationship between the parties. It may also negatively affect the trademark itself and, as a consequence, harm the brand identified by that trademark. A trademark should be associated by consumers with a specific commercial origin, quality and standard of goods or services. If different entities use it freely, inconsistently or for products that do not correspond to the scope of protection, the brand may lose consistency and clarity in the eyes of customers.

Trademark law: the risk of revocation for non-use

Under both EU and Polish trademark law, failure to genuinely use a trademark for an uninterrupted period of five years may lead to the risk of revocation.

Therefore, if a trademark is in practice used mainly by a distributor, franchisee, related company or another business partner, it is important to ensure that such use is properly regulated and can be shown as use made with the trademark owner’s permission and within the scope corresponding to the registration. Otherwise, it may be difficult to prove that the trademark has been genuinely used for the relevant goods or services, rather than merely appearing on the market in an incidental, incomplete or uncontrolled manner.

How can uncontrolled use affect distinctiveness and reputation?

Lack of quality control over trademark use may also affect the trademark’s distinctive character and reputation. Trademark law protects marks not only against the use of identical signs for identical goods or services, but, in certain cases, also against use that takes unfair advantage of, or is detrimental to, the distinctive character or reputation of the trademark. This protection is provided, for example, in Article 9(2)(c) of Regulation 2017/1001 for EU trademarks and Article 296(2)(3) of the Polish Industrial Property Law for national trademarks.

In practice, this means that a brand should be used consistently, in a controlled manner and in line with its distinctive function. If the trademark is used by different entities in different versions, for different products, in inconsistent materials or in channels that may undermine the brand’s reputation, this may weaken its recognisability, dilute the brand message and reduce the brand equity and value of the trademark.

What should a trademark licensing agreement cover?

Identifying the licensed trademark and the goods or services

A trademark licence agreement should clearly identify the licensed trademark covered by the licence and the party authorised to use it.

To avoid any legal ambiguity, the contract must explicitly specify the nature and jurisdiction of the licensed mark, defining whether it concerns a:

• word mark, a figurative mark, or a combined word and figurative mark,
• national trademark, an EU trademark, or an international trademark.

The agreement must also precisely indicate the exact goods or services in relation to which the licensee is permitted to use the mark.

Territory, duration, sales channels and sublicensing

The scope of the licence agreement is the absolute core of the contract. The agreement should define the territory, duration, permitted sales channels, manner of displaying the trademark and the rules for using the licensor’s trademark in advertising, online, in social media, on packaging, in commercial documents or in domain names. In many cases, it is also worth specifying whether the licensee may grant sublicences to third parties.

Licence fees, quality control, liability and termination

The agreement should also cover licence fees, quality control, approval of marketing materials, liability for infringements and the rules for ending the cooperation.

Trademarks and copyright: two layers of rights in a logo

In practice, it is also important to remember that a logo, label, combined word and figurative mark or other visual elements of the brand identity may also be protected as copyright works under intellectual property law. For this reason, many licence agreements regulate the parties’ rights on two separate levels: first, in relation to the use of the trademark, and second, in relation to copyright in the graphic design or related materials. This helps avoid doubts as to whether the licensee may lawfully use, reproduce, modify or distribute the relevant sign in specific sales or promotional channels.

Tax implications: withholding tax and transfer pricing

Tax aspects should also be considered when drafting a trademark licence agreement. This is particularly critical where the licence is paid, involves entities from different countries, or is concluded between related parties (intra-group arrangements).

Leaving these terms vague can trigger severe financial consequences:

In practice, the licence agreement should therefore be aligned not only with the overarching business model, but also with the payment structure, tax documentation, and the actual, everyday way in which the trademark is used.

Exclusive or non-exclusive trademark licence in Poland: why does it matter?

One of the first questions in a trademark licence agreement is whether the licence should grant exclusivity or remain non-exclusive. This choice has practical consequences for both parties: it determines how much freedom the trademark owner retains and how strong the licensee’s market position will be.

Non-exclusive trademark licence

A non-exclusive licence allows the brand owner to cooperate with several partners at the same time. The owner may continue to use the mark itself and grant similar trademark rights to other entities. This solution is often used with distributors, resellers, marketing partners, online stores, marketplace sellers and other businesses operating in parallel on the market.

This model is also common in the IT and digital sectors, including cooperation with resellers, implementation partners, integrators, white-label solution providers and partners operating within a wider ecosystem of applications or digital services.

Exclusive trademark licence

An exclusive licence gives the licensee a privileged position on the market, but its exact impact depends on how you draft the contract. Under Polish law, an exclusive licence can function in two different ways:

Trademark licences in white label and private label business models

When discussing trademark licensing, it is also important to consider a very common phenomenon on the market: the use of white label and private label business models.

While these terms are often used interchangeably in daily business, there is a clear distinction between them:

White label vs private label: key differences

Swipe the table sideways to compare both models →

Why a technical trademark licence is needed

In both setups, the trademark owner (the company selling the final product to the public) typically needs to grant a limited, technical trademark licence to the manufacturer or developer. This allows them to apply the logo with the owner’s permission to the packaging or customise the software interface during the production phase.

Implementing these setups introduces a specific set of legal challenges to traditional trademark licensing – and brings liability risks that companies often fail to fully protect themselves against.

When drafting agreements for white label or private label operations, focusing solely on trademark protection is a critical mistake. Because you are placing your brand on a product or service created by a third party, these arrangements inevitably overlap with various other legal fields. When reviewing or drafting these contracts, it is important to pay close attention to how your trademark terms intersect with broader, cross-sector regulations, which can trigger some legal liabilities (frequently depending on the industry):

Product safety and liability under the GPSR

Trademark use ties directly into product liability law. Under the General Product Safety Regulation (GPSR), any entity that places a product on the market under its own name or trademark is considered the manufacturer for the purposes of the regulation (Article 13 GPSR).

Sector-specific compliance

Depending on the industry, putting your trademark on a product may trigger strict compliance audits. This includes European regulations for cosmetics notification, food and dietary supplement labelling, or medical device certification.

GDPR, intellectual property and cybersecurity

If you are white-labelling digital solutions or software-as-a-service (SaaS) platforms, your trademark arrangements must align with GDPR (data protection) regarding user data, intellectual property rights chains, and modern cybersecurity requirements.

For these reasons, such an agreement cannot just regulate the technical trademark licence – it should also explicitly define product standards, allocate regulatory compliance duties, establish strict quality control workflows, and include robust indemnity clauses to protect your brand if the supplier delivers non-compliant solutions.

Trademark licensing agreement checklist

Use the list to review a draft or an existing agreement. Every point below is discussed in this guide. Ticks are not saved or sent anywhere.

How Dudkowiak & Putyra can help with trademark licensing

A trademark licence should not only allow another party to use your mark. It should also protect the way in which the licensed mark is used in practice. That is why the agreement should regulate quality standards and quality control rules for displaying the trademark, approval procedures for marketing materials, the use of the mark by further business partners, and the steps to be taken after the cooperation ends.

As part of our support, we can help you:

A well-drafted licence agreement helps structure the cooperation, reduce the risk of disputes and protect the brand’s goodwill and value. This is particularly important where the trademark has real commercial value or is used by more than one entity.

Why clients bring licensing work to us

Who you work with

Author of this guide

Natalia Chudzicka-Szwajka

Barrister (adwokat), Counsel

Member of the Poznań Bar Association; graduate in law of Adam Mickiewicz University. At Dudkowiak & Putyra she is the key lawyer of the Intellectual Property practice: she drafts and negotiates trademark licences, represents clients before the EUIPO and the Polish Patent Office in trademark and design cases, and advises on copyright, unfair competition and product safety under the GPSR. Works in English and French.

Reviewer of this guide

Marcin Kręglewski

Barrister (adwokat), Partner

Member of the Poznań Bar Association since 2016; graduate in law of Adam Mickiewicz University, with postgraduate studies in intellectual property law at the University of Warsaw. At Dudkowiak & Putyra he advises on trademark protection, copyright in IT and construction projects, image commercialisation and the tax aspects of IP, including royalties. Co-author of the Poland chapter of ICLG – Copyright 2024.

Further reading and resources